0001193125-18-045133.txt : 20180214 0001193125-18-045133.hdr.sgml : 20180214 20180214135313 ACCESSION NUMBER: 0001193125-18-045133 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: BASELINE CABLE CAR, LLC GROUP MEMBERS: BASELINE ENCORE ASSOCIATES, LLC GROUP MEMBERS: BASELINE ENCORE, L.P. GROUP MEMBERS: BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC GROUP MEMBERS: BASELINE INCREASED EXPOSURE FUND, LLC GROUP MEMBERS: BASELINE VENTURES 2009 ASSOCIATES, LLC GROUP MEMBERS: STEVEN ANDERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Stitch Fix, Inc. CENTRAL INDEX KEY: 0001576942 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 275026540 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90194 FILM NUMBER: 18610634 BUSINESS ADDRESS: STREET 1: 1 MONTGOMERY STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-882-7765 MAIL ADDRESS: STREET 1: 1 MONTGOMERY STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASELINE VENTURES 2009 LLC CENTRAL INDEX KEY: 0001453518 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1557 Francisco Street CITY: San Francisco STATE: CA ZIP: 94123 BUSINESS PHONE: 206-799-4389 MAIL ADDRESS: STREET 1: 1557 Francisco Street CITY: San Francisco STATE: CA ZIP: 94123 SC 13G 1 d500317dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

Stitch Fix, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00002 per share

(Title of Class of Securities)

860897107

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Steven Anderson

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

24,622,309(1)(2)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

24,622,309(1)(2)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

24,622,309(1)(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

72.9%(2)(3)(4)

12.  

Type of Reporting Person (see instructions)

 

IN

 

(1) Consists of (i) 16,157,915 shares of Class B common stock held by Baseline Ventures 2009, LLC (“BV2009”), (ii) 7,921,083 shares of Class B common stock held by Baseline Increased Exposure Fund, LLC (“BIE”), (iii) 277,911 shares of Class B common stock held by Baseline Encore, L.P. (“BE”) and (iv) 265,400 shares of Class B common stock held by Baseline Cable Car, LLC (“BCC”). Baseline Ventures 2009 Associates, LLC (“BVA 2009”) is the general partner of BV 2009, Baseline Increased Exposure Fund Associates, LLC (“BIEA”) is the general partner of BIE and Baseline Encores Associates, LLC (“BEA”) is the general partner of BE. The reporting person is the general partner of BVA 2009, BIEA, BEA and BCC.
(2) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(3) The percent of class was calculated based on 33,797,866 shares of Class A common stock (assuming the conversion of the 24,622,309 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 25.4%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,622,309 shares of Class B common stock held by the reporting person represent 27.8% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Ventures 2009, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

16,157,915(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

16,157,915(1)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,157,915(1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

63.8%(1)(2)(3)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(2) The percent of class was calculated based on 25,333,472 shares of Class A common stock (assuming the conversion of the 16,157,915 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 16.7%.
(3) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 16,157,915 shares of Class B common stock held by the reporting person represent 18.2% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Increased Exposure Fund, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

7,921,083(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

7,921,083(1)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,921,083(1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

46.3%(1)(2)(3)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(2) The percent of class was calculated based on 17,096,640 shares of Class A common stock (assuming the conversion of the 7,921,083 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 8.2%.
(3) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,921,083 shares of Class B common stock held by the reporting person represent 8.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Encore, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

277,911(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

277,911(1)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

277,911(1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

2.9%(1)(2)(3)

12.  

Type of Reporting Person (see instructions)

 

PN

 

(1) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(2) The percent of class was calculated based on 9,453,468 shares of Class A common stock (assuming the conversion of the 277,911 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%.
(3) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 277,911 shares of Class B common stock held by the reporting person represent 0.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Cable Car, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

265,400(1)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

265,400(1)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

265,400(1)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

2.8%(1)(2)(3)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(2) The percent of class was calculated based on 9,440,957 shares of Class A common stock (assuming the conversion of the 265,400 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%.
(3) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 265,400 shares of Class B common stock held by the reporting person represent 0.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Ventures 2009 Associates, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

16,157,915(1)(2)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

16,157,915(1)(2)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,157,915(1)(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

63.8%(1)(2)(3)(4)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Consists of shares of Class B common stock held by BV 2009. The reporting person is the general partner of BV 2009.
(2) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(3) The percent of class was calculated based on 25,333,472 shares of Class A common stock (assuming the conversion of the 16,157,915 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 16.7%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 16,157,915 shares of Class B common stock held by the reporting person represent 18.2% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Increased Exposure Fund Associates, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

7,921,083(1)(2)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

7,921,083(1)(2)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

7,921,083(1)(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

46.3%(1)(2)(3)(4)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Consists of shares of Class B common stock held by BIE. The reporting person is the general partner of BIE.
(2) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(3) The percent of class was calculated based on 17,096,640 shares of Class A common stock (assuming the conversion of the 7,921,083 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 8.2%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,912,083 shares of Class B common stock held by the reporting person represent 8.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


CUSIP No. 860897107    13G   

 

  1.   

Names of Reporting Persons

 

Baseline Encore Associates, LLC

  2.  

Check the Appropriate Box if a Member of a Group (see instructions)

 

(a)  ☐        (b)  ☐

  3.  

SEC USE ONLY

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

   5.    

Sole Voting Power

 

277,911(1)(2)

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

277,911(1)(2)

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

277,911(1)(2)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

11.  

Percent of Class Represented by Amount in Row 9

 

2.9%(1)(2)(3)(4)

12.  

Type of Reporting Person (see instructions)

 

OO

 

(1) Consists of shares of Class B common stock held by BE. The reporting person is the general partner of BE.
(2) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(3) The percent of class was calculated based on 9,453,468 shares of Class A common stock (assuming the conversion of the 277,911 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%.
(4) The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 277,911 shares of Class B common stock held by the reporting person represent 0.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


Item 1(a). Name of Issuer: Stitch Fix, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

1 Montgomery Street

Suite 1500

San Francisco, CA 94104

 

Item 2(a). Name of Person Filing:

Steven Anderson

Baseline Ventures 2009, LLC (“BV 2009”)

Baseline Increased Exposure Fund, LLC (“BIE”)

Baseline Encore, L.P. (“BE”)

Baseline Cable Car, LLC (“BCC”)

Baseline Ventures 2009 Associates, LLC (“BVA 2009”)

Baseline Increased Exposure Fund Associates, LLC (“BIEA”)

Baseline Encore Associates, L.P. (“BEA”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

c/o Baseline Ventures

42 Shady Lane

Ross, CA 94597

 

Item 2(c). Citizenship:

All entities were organized in Delaware. Mr. Anderson is United States citizen.

 

Item 2(d). Title of Class of Securities: Class A common stock

 

Item 2(e). CUSIP Number: 860897107

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)       A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)       Group, in accordance with §240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:             


Item 4. Ownership

The following information with respect to the ownership of Class A common stock by the Reporting Person filing this statement on Schedule 13G is provided as of December 31, 2017:

 

Reporting Person

   Class A
Common
Stock Held
Directly
     Class B
Common
Stock Held
Directly
     (a) Amount
Beneficially
Owned
     (b)
Percent
of Class
    (c) Number of shares as to which such person has:  
                                (i) Sole
Voting
Power
     (ii) Shared
Voting
Power
     (iii) Sole
Dispositive
Power
     (iv) Shared
Dispositive
Power
 

Steven Anderson(1)(2)(3)

     0        24,622,309        24,622,309        72.9     24,622,309        0        24,622,309        0  

BV 2009(2)(4)

     0        16,157,915        16,157,915        63.8     16,157,915        0        16,157,915        0  

BIE(2)(5)

     0        7,921,083        7,921,083        46.3     7,921,083        0        7,921,083        0  

BE(2)(6)

     0        277,911        277,911        2.9     277,911        0        277,911        0  

BCC(2)(7)

     0        265,400        265,400        2.8     265,400        0        265,400        0  

BVA 2009(2)(4)

     0        16,157,915        16,157,915        63.8     16,157,915        0        16,157,915        0  

BIEA(2)(5)

     0        7,921,083        7,921,083        46.3     7,921,083        0        7,921,083        0  

BEA(2)(6)

     0        277,911        277,911        2.9     277,911        0        277,911        0  

 

(1) Consists of (i) 16,157,915 shares of Class B common stock held by BV2009, (ii) 7,921,083 shares of Class B common stock held by BIE, (iii) 277,911 shares of Class B common stock held by BE and (iv) 265,400 shares of Class B common stock held by BCC. BVA 2009 is the general partner of BV 2009, BIEA is the general partner of BIE and BEA is the general partner of BE. The reporting person is the general partner of BVA 2009, BIEA, BEA and BCC.
(2) Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer’s Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer’s Amended and Restated Certificate of Incorporation.
(3) The percent of class was calculated based on 33,797,866 shares of Class A common stock (assuming the conversion of the 24,622,309 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 25.4%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,622,309 shares of Class B common stock held by the reporting person represent 27.8% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.
(4) The percent of class was calculated based on 25,333,472 shares of Class A common stock (assuming the conversion of the 16,157,915 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 16.7%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 16,157,915 shares of Class B common stock held by the reporting person represent 18.2% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017..
(5) The percent of class was calculated based on 17,096,640 shares of Class A common stock (assuming the conversion of the 7,921,083 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 8.2%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 7,921,083 shares of Class B common stock held by the reporting person represent 8.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.


(6) The percent of class was calculated based on 9,453,468 shares of Class A common stock (assuming the conversion of the 277,911 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 277,911 shares of Class B common stock held by the reporting person represent 0.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.
(7) The percent of class was calculated based on 9,440,957 shares of Class A common stock (assuming the conversion of the 265,400 shares of Class B Common Stock held by the reporting person) as of December 31, 2017. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.3%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 265,400 shares of Class B common stock held by the reporting person represent 0.3% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2017.

 

Item 5. Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☐.

 

Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

Item 9. Notice of Dissolution of a Group

Not Applicable

 

Item 10. Certification

Not Applicable


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2018

 

BASELINE VENTURES 2009, LLC       BASELINE VENTURES 2009 ASSOCIATES, LLC
By:   Baseline Ventures 2009 Associates, LLC,        
  its General Partner        
        By:  

/s/ Steven Anderson

          Name: Steven Anderson
By:  

/s/ Steven Anderson

        Title: Sole Member
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE ENCORE L.P.       BASELINE ENCORE ASSOCIATES, LLC
By:   Baseline Encore Associates, LLC,        
  its General Partner        
        By:  

/s/ Steven Anderson

          Name: Steven Anderson
By:  

/s/ Steven Anderson

        Title: Sole Member
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE INCREASED EXPOSURE FUND, LLC       BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC
By:   Baseline Increased Exposure Fund Associates, LLC,        
  its General Partner       By:  

/s/ Steven Anderson

          Name: Steven Anderson
          Title: Sole Member
By:  

/s/ Steven Anderson

       
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE CABLE CAR, LLC        
By:  

/s/ Steven Anderson

      By:  

/s/ Steven Anderson

  Name: Steven Anderson         Name: Steven Anderson
  Title: Sole Member        

EXHIBITS

 

A: Joint Filing Agreement

 

EX-99.A 2 d500317dex99a.htm EX-99.A EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Stitch Fix, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 13th day of February, 2018.

 

BASELINE VENTURES 2009, LLC       BASELINE VENTURES 2009 ASSOCIATES, LLC
By:   Baseline Ventures 2009 Associates, LLC,        
  its General Partner        
        By:  

/s/ Steven Anderson

          Name: Steven Anderson
By:  

/s/ Steven Anderson

        Title: Sole Member
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE ENCORE L.P.       BASELINE ENCORE ASSOCIATES, LLC
By:   Baseline Encore Associates, LLC,        
  its General Partner        
        By:  

/s/ Steven Anderson

          Name: Steven Anderson
By:  

/s/ Steven Anderson

        Title: Sole Member
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE INCREASED EXPOSURE FUND, LLC       BASELINE INCREASED EXPOSURE FUND ASSOCIATES, LLC
By:   Baseline Increased Exposure Fund Associates, LLC,        
  its General Partner       By:  

/s/ Steven Anderson

          Name: Steven Anderson
          Title: Sole Member
By:  

/s/ Steven Anderson

       
  Name: Steven Anderson        
  Title: Sole Member        
BASELINE CABLE CAR, LLC        
By:  

/s/ Steven Anderson

      By:  

/s/ Steven Anderson

  Name: Steven Anderson         Name: Steven Anderson
  Title: Sole Member